螺栓项目控股股份有限公司美股招股说明书(2025-07-15版)

UNITED STATESWashington, D.C. 20549FORM 8-KCURRENT REPORT Bolt Projects Holdings, Inc.(Exact name of registrant as specified in its charter)001-40223(State or other jurisdiction(Commission File Number)2261 Market Street, Suite 5447San Francisco, CA94114(Address of principal executive offices)(Zip Code)(415) 325-5912(Registrant’s telephone number, including area code)N/A(Former name or former address, if changed since last report)Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofthe registrant under any of the following provisions:Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Securities registered pursuant to Section 12(b) of the Act:TradingSymbol(s)Name of each exchangeCommon stock, par value $0.0001BSLKThe Nasdaq Stock Market LLCWarrants, each 20 whole warrantsexercisable for one share ofCommon stock at an exercise priceBSLKWThe Nasdaq Stock Market LLCIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934(Sec.240.12b-2 of this chapter).If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section ☐☐☐☐Title of each classon which registeredper shareof $230.00Emerging growth company☒13(a) of the Exchange Act.☐ Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers.On July 11, 2025, the Board of Directors (the “Board”) of Bolt Projects Holdings, Inc. (the “Company”) appointedLorne Lucree and Gail Zauder to the Board to serve as Class II and Class III directors, respectively, effective as ofthat date. Mr. Lucree will serve for a term expiring at the Company’s annual meeting of stockholders to be held in2026, and Ms. Zauder will serve for a term expiring at the Company’s annual meeting of stockholders to be held in2027, in each case, until their respective successor is duly elected and qualified or until their earlier death,resignation, disqualification or removal.In connection with Mr. Lucree’s and Ms. Zauder’s appointment to the Board, each became eligible to participate in,and receive cash and equity compensation pursuant to the terms and conditions of, the Company’s Non-EmployeeDirector Compensation Program filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscalyear ended December 31, 2024 (the “Form 10-K”). The material terms of the Company’s Non-Employee DirectorCompensation Program are described in the Form 10-K under Part III, Item 11. “Executive Compensation —Narrative to Summary Compensation Table — Executive Compensation Arrangements — Director CompensationProgram” and are incorporated by reference herein.Each of Mr. Lucree and Ms. Zauder is expected to enter into the Company’s standard form indemnificationagreement in the form filed as Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A (File No. 333-276849) filed with the Securities and Exchange Commission on July 10, 2024.1SIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to besigned on its behalf by the undersigned hereunto duly authorized.BOLT PROJECTS HOLDINGS, INC.Date: July 14, 2025By:/s/ Daniel WidmaierName:Daniel WidmaierTitle: Chief Executive Officer2